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HomeMy WebLinkAboutR-80-0400RESOLUTION NO. 8 0 - ^ 0 0 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH THE MIAMI CAPITAL DEVELOP- MENT INC., FOR THE PURPOSE OF IMPLEMENTING A FINANCIAL ASSISTANCE PROGP.AD1 ON BEHALF OF THE CITY OF MIAMI WITH FUNDS IN THE AMOUNT OF $200,000 FROM SIXTH YEAR COMMUNITY DEVELOPMENT GRANT FUNDS. WHEREAS, the City of Miami Commission is committed Fd'Yconomic development and trade and commerce growth; and WHEREAS, prior to developing economic development policies, there was a need to conduct an in-depth evaluation of the financial services needs in the City; and WHEREAS, on May 22, 1979, through Resolution No. 79-325, the City of Miami, through the Department of Trade & Commerce De- velopment, awarded a contract to the firm National Urban Develop- ment Services Corporation to prepare a Community Economic Development Demonstration Project for the City of Miami; and WHEREAS, said report has been reviewed and endorsed by the City's Advisory Council on Trade and Commerce Development; and "D O C U h9 r ENT N EX WHEREAS, said report was acceptjd WdN 'the City Commission through Resolution No. 80-52; and WHEREAS, the City Commission has approved a Community Development Budget which includes funds for carrying out the finan- cial services recommended in said report; and WHEREAS, on May 8, 1980 through Resolution No. 80-347, the City Commission approved the appropriation of $38,770 from the City of Miami, Department of Trade & Commerce Development General Fund Budget for start-up cost, of Miami Capital Development Inc. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: CITY CO. NI .!SSION FAE_Elli"aG OF JU, d 0 RESQL'UN,M tdJ.,,....... REMA� 91( .................... n Section 1. The City Manager is hereby authorized to enter into a professional services agreement with the Miami Capital Development Inc., for the purpose of implementing a finan- cial assistance program on behalf of the City of Miami with funds in the amount of $200,000 from Sixth Year Corumunity Development Grant Funds. PASSED AND ADOPTED THIS 6 day of June , 1980. MAURICE A. FERRE MAURICE A. FERRE, MAYOR jeATTES PH G. ONGIE, CITY CLERK PREPARED AND APPROVED BY: JORN'COPELAN,,ASSISTANT CITY ATTORNEY APP$p"D AS TO FQ 1 AND CORRECTNESS: KNOX, 'JR.�CITY ATT i FU"'LL0W? 80-400 W ,..( ,.c tit', ....: rI _ IN i T R.0i pIC;: ,*•1(,;2Ai `L)'.IM Joseph R. Grassie City Manager Julio A. Castano, Director - Department of Trade & Comm r e Development May 22, 1980 City of Miami/Miami Capital Development Inc. Agreement " It is recommended that the attached agreement be executed between the City of Miami and Miami Capital De- velopment Inc. The Miami Capital Development Inc., proposes to provide to the City of Miami, professional services to implement a financial assistance program to expand the City's business base and promote eco- nomic development projects." The Miami Capital Development Inc., is a private, not -for -profit corporation organized under Florida Statutes and would nrovide business development and financial packaging services exclusively to the City of Miami under a delegate agency contract. The Miami Capital Development Inc., proposes to act as a principal tool to integrate business development efforts and provide the basis for a meaningful partnership between the public and private sectors in support of the City's'citywide and neighborhood economic develop- ment activities. The principal objective of the corporation is the facilitation of business development in the City of Miami through the provision of financial assistance to entrepreneurs. The basic functions of the corporation will be to identify and develop business opportunities, formulate a program plan based upon identified opportunities, package business deals, work with merchants and neigh- borhoods development organizations, and develop financial programs and mechanisms to support business development. As you are aware, Miami Capital Development Inc., is an integral part of the City's current economic development strategy. On May 8, 1980 through Resolution No. 80-347 the City Commission approved the appro- priation of $38,770 to finance the initial start-up costs for the organization. "SUPPORTIVE JAC : vh n c c u rVif I E% T O LLlJvr+�'� 80-400 May 1`4, 1990 Mr. Julio A. Castano: Director Department of Trade & Commerce Development 100 N. Biscayne Boulevard Suite 901 Miami, Florida 33132 Dear Mr. Castano: Enclosed you will find the proposal from Miami Capital Develop- ment Inc., to provide the City of Miami, professional services to implement a financial assistance prouram to expand the City's business base and promote development projects. On May 2, 1980 through Resolution No. 80-347, the City Commission acoroved tle appropriation of $38,770 from the City of Miami, Department Of Tr_'.d? S COa._T'rDevelopment r7eneral Fund Budget for start-up cost of Miami Capital Development Inc. The Miami Capital Development Inc., is requesting the sum of $200,000 for the first year of operation, July 1, 1980 to June 30, 1981. The requested $200,000 will be utilized for personnel, operating expenses and capital expenditures. The staff of Miami Capital Development Inc., will be comprised, w"en fully staffed, of one Executive Director, four Financial Analysts and two Secretaries. If you have any questions, please do not hesitate to call on us. Sincerely, MIAMI CAPITAL DEVELOPMENT INC. W. R. Willis President / WRE:vh Enclosure "SUPPORTIVE DCCUNILL FCLL W1 80-400 1 � I r r . 1 i I CITY OF MIAMI ECONOMIC DEVELOPMENT CONTRACT j z,SU 7- p^r'T''IE 80-400 i TABLE OF CONTENTS ARTICLE I 1.1 Contract Provisions.•.•......••••.•••i�••rr•,••ia•i•„ ,. ARTICLE II General Obligations 2.1 City Authorization- .................................• 2 2.2 Obliation of Contractor ...................•............. 2 2.3 Compliance with Federal, State and Local Laws ...............................•.......... 2 2.4 Contract Modification ................................... 2 ARTICLE III 3.1 Work Program ............................................ 2 ARTICLE IV Conditions of payment 4.1 Budget S umma r y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . • • • . 2 4.2 Method of Payment ......... ............................ 3 4.3 Reimbursement -Timely Submission .......................•6 3 4.4 Salaries, rr.inge Benefits, Job Descriptions ......... *so* 3 4.5 Financial Accountability ........................ 0... •... 3 4.6 Retention of Records ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4.7 Bonding and Insurance .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • 4 4.8 Subcontracts ............................................ 4 4.9 Reports, Audits, and Evaluations ......... ......... 4 ARTICLE V oobu r Q ' General Conditions DO�i,� �� t� Iff 5.1 Project Publicity .............. F O LLO .�V............. 5 5.2 Equal Opportunity ....................................... 5 5.3 Conflict of Interests ................................... 5 5.4 Indemnification ............................... 0.000.0000 5 5.5 Level of Service ........................................ 6 5.6 Purchasing and Inventory ................................ 6 5.7 Disclosure of Funds ..................................... 6 5.8 Final Expenditure Report .................•...,.......... 6 ARTICLE VI Compensation Method 6.1 Maximum Compensation .................................... 7 6.2 Time of. Performance .................................... 7 6.3 Obligation to Refund .............................•.•.... 7 6.4 Recaputure of Funds .................. 0......... .......,. 7 ARTICLE VII General Assurances and Certifications It 7.1 Contractor Assurances and Certifications ..............., 7 7.2 Anti -Kickback Provision ...... ....... •.•••••r••.•• „ ••..• ARTICLE VIII 8.1 Termination Clause ..................................... 80-400 • CITY OF MIAMI, FLORIDA 15 ECONOMIC DEVELOPMENT CONTRACT THIS AGREEMENT, entered into by and between the City of Nliami, a political subdivision of the State of Florida, hereinafter referred to as the "City", and Miami Capital Development Inc., herein- after referred to as the "Contractor", a corporate body fully organized and existing and by virtue of the laws of the State of T'.lorida as a non-profit corporation, having it-, principal- office at. _200 S. E. 1st Street, Miami, Florida 33131., this 6 day of June, 1.980, -or the period beginning July 1, 1980, and endinu June 30, 1981. Vendor No. Contract No. Funding Source: Community Development In consideration of the covenants and agreements hereinafter set forth, the parties hereto agree: ARTICLE I As a necessary part of this Aetreement, the Contractor agrees to provide the City with the following standard requirements. 1.1 CONTRACT PROVISIONS 1. Copy of Contractor's Articles of Incorporation, Charter and By-laws. 2. List-t of hre sent Principal governing Board Officers and Members of the Board (names, addresses and telephone numbers). 3. List of Key Staff. Persons, with their titles, who will carry out this program. 4. Copy of Contractor's Current Fidelity Bond (applicable for all persons who are authorized to receive, and disburse funds under this contract). 5. Completion of Total Contractor Budget and Funds Disclosure (on for•,:- sut.;plied by the City) . 6. Completion of Contractor's '_'rogram/Line-Item Budget Expenditure Justification (on form supplied by the City). 7. Completion of Authorized Representative Statement (on form supplied by the City). 8. Completion of Statement of Accounting System (on form supplied by the City) . 9. CPA letter verifying the Contractor's Accounting System or current Audit Report (which verifies the Contractor's internal controls as adequate to safeguard the organization's assets). 10. Final Expenditures Report (to be submitted .30 days after contract expires). « 11. Work Program (approved by the City). P ^ 1 Tr 12. Financial Report and Personnel Budget. J 13. Proof of Workmen's Compensation Insurance. 14. Contractor's Corporate Seal (to be affized to Signatory Page). -i- 8 0- 4 0 0 ARTICLE II GENERAL OBLIGATIONS 2.1 CITY AUTHORIZATION ` ll For the purpose of this contract the City of Miami Department of Trade and Commerce Development will act in behalf of the City in the fiscal, programatic monitoring and control of this contract. 2.2 OBLIGATION OF CONT'PACTOR The Contractor agrees to carry out the project as prescribed in its attached Work Program in a lawful, satisfactory, and proper manner, in accordance with the written policies and procedures, and requirements as prescribed in this agreement, as set forth by the United States Secretary of Treasury, and the City of Miami Department of Community Development, and all other state and local laws. The Contractor shci11 not perform in a way; inconsistent with the terms of the Work Pro(arim except as authorized in writing by the City. Such Authorization by the City shall be subject to and in accordance with prescribed guidelines. 2.3 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinance, and codes of Federal, State, and local. governments. Specifically, the Contractor agrees to comply with the Housing and Community Development 1\cts of 1974 and 1_1177, Se(-tion- 109 with Executive Order 11246 and l l(�G ��nd wi t_li Section 3 of the ilousi6c� and Urban Develop- ment Act of 1968 (Sections 570, 303). 2.4 CONTRACT MODIFICATION The City or cc)ntract.or may, from time to time, request changes in the scope of the services to be performed hereunder. Such changes, including an increase or decrease in the amount of Contractor compen- sation, which are mutually agreed upon by and between the City and the Contractor, must be incorporated .in written amendments to this Agreement. ARTICLE III 3.1 WORK PROGRAM A description of the Contractor's Work Program Specifications is attached and hereby incorporated and made part of this Agreement. ARTICLE IV CONDITIONS OF PAYMENT 4.1 BUDGET SUMMARY The total Contractor budget summary attached hereto, is hereby incorporated and made part of this Agreement. "SUPPORTIVE V,,�... !� AEA. ;.i..S F�L`0d, 80-400 ICJ yETHOD OF PAYMENT Upon execution of. this Agreement and with a written request from the Contractor, the City shall advance (1/6) of the appropriated funds to the Contractor. All. payments shall be reimbursements for expenditures incurred only in contract period, and in compliance with a previous], approved line item budget. Such reimbursement requests shall- contain a statement declarinct and affirming that all disbursements were made in accordanc-e with the approved budget. All documentation in support of such request shall be submitted to the City at the t:i.me request is made and al.l invoices should have been paid by Contractor prior t() sut-?r1115Sion. All reimbursements must be in line item form and he in ao--cord with the contract. All expendi- tures must be verified by ori.(linal invoice with a co?)y of the cancelled check which was used to pay the s1>eci+ic i.nvoicC. In case that an invoice is paid by various fundinc, sources, a copy of the invoice may be submitted but must- indi c-ate the exact amoUnt Laid by various funding sources equalincr the total of the invoice. All petty cash accounts must he justified with prnper do cument:at.ion. Request for line -changes are allowable, with prior review and approval by the City. 4.3 REIMBURSEMENT - 'TIMELY SUBMISSION Requests for payment shall be made on a timely basis. Reimbursement requests shall be submitted no later than forty-five (45) days after the last date covered by such request. Reimbursement requests for expenditures incurred during the li.fc of this Contract, shall not be honored unless received by the City within (90) days following the expiration date. 4.4 SALARIES, FRINGE BENEFITS, JOB DESCRIPTIONS To be eli(tible for reimbursement for personnel costs, the Contractor shall submit. to the City for apj,)rovn I, in accordance with Department of Labor grri.delines, a detailed statement of the personnel policies of the Contractor. Such a statc�mc,nt shall include pay schedules, work hours, fringe benefits, jnh descriptions, as well as work history and qualificatie,ns for these employees who will discharge duties in connection with this Contract. ilie personnel policies to be followed under this Contract sh'-11 I he those used by the Contractor in the ordinary course of its business, providing, however:', such policies conform t(-) the previsions of t.lie Inter(,o,,ernmental Personnel Act of 1910 (Public Law 91-648 effective Januai y 5, 1.971) . 4.5 FINANCIAL ACCOUNTABILITY At any time or times prior to final payment under this contract, the City may have the Contractor's financial records audited. Each payment theretofore made shall be sub]ect to reduction for amounts included in the related invoice or voucher which are found by the City Manager, on the basis of such audit, not to constitute allowable cost. Any payment mir. he reduced for payments, or increased for underpayments on preceding invoices or vouchers or to repay the 1/6 advance. 4.6 RETENTION OF RECORDS Contractor agrees to retain all financial records, supporting documents statistical records, and all other records, pertinent to this contract, for a period of three years. The retention period starts from the date of the submission of the final expenditure report. Records for non -expendable property acquired with funds under the Contract, shall be retained for a period of three years after its final disposition. Said records shall be retained beyond the three year period if the audit findings have not been resolved. Its U VE C DO' �- , t E F,:.� 80-400 BONDING AND INSURANCE The Contractor shall maintain during the term of this Contract, the insurance and bonds specified below: a) Insurance coverages should reflect sound business practices as determined by the City of Miami. b) Prior to the disbur.sennont of funds to the Contractor, the City shall receive assurance that all. persons handling funds received or disbursed under this Contract are covered by Fidelity Insurance in an amount consistent with sound fiscal practice. c) The Contractor shell furnish certificates of insurance and bonding to the City prior to conlmencinq any activity under the Contract. Said certificates shall clearly indicate the Con- tractor is an strict compliance with provisions if this Article. 4.8 SUBCONTRACTS Contractor agrees to give advance notification, in writing to the City of any subcontract. None of the work or services, including, but not limited to, consultant work or services, covered by this contract shall be subcontracted without prior written approval of the City. Any work or services sub cont-racted hereunder shall. be subject to each provision of this I7c-t-. Prosper documentation in accordance with the Department of Community De veluipment and City guidelines must be submitted to and aI)Droved I,.,. the City prior to - the executton of any subcontract. hereunder. The City reserves the right to review ail l bid documents hot h with the Private Non -Profit Contractor, and other entities .,nd with sil--essful hid award recipient. Private Non -Profits shall not-ity all vendors submitt-in(t bids of the rights of the City and other entities, hereunder, to review and audit books and records related to the bidding process. The advance notification shall include: a) identification of the subcontractor. b) The proposed subcontract price, together with a complete and accurate breakdown of that price by component. c) Identi Eication of the type of SlIbcontract to bo used. d) Summary of actions taken to selee-t I -he subcontractor. 4.9 REPORTS, AUDITS, AND EVALUATJONS The City sisal1 cooperatr' With L„e Contractor in the conduct of activi- ties delegated under this contract as reasonably requested. The Contractor agrees to submit to the City such reports as may be require, alone with a quarterly report to the City comparing expenditures to the approved budget. The Contractor also agrees to prepare and retain and permit the City to inspect as it deems necessary for grant purpose_ records that may be relevant to Federal, State or local directives. Contractor will transmit to the City, in writing, monthly reports regarding current activity and the progress of the Contractor's activi- ties in the format presented by the City. Contractor will transmit to the City, in writing, a program evaluation report to be completed prior to the end of the contract term covering all Project activities. The format of this report will be determined the City. - At the request of the City, Contractor will. transmit to the City wr.ittt statements of contractor' official policy on specified issues relating to Contractor's activities. "SUPPC;RTIVE QCU�.,r:.�' FC, L _V 0V J 80-400 The Contractor further agrees that the City may carry out monitoring and evaluation activities to include at a minimum, visits and obser- vations by the City staff and will effectively ensure the cooperation of the Contractor's employees and board members in such efforts. Whenever reports, forms, etc., are recliiired of the Contractor herein, 15 days prior notice in wri.tin(t of such shall he provided wherever possible. All reports, audits, and evaluations either submitted to the City on quarterly basis, or acquired through on -going monitoring and evaluation will be thoroughly reviewed by the City. Any discrepancies, incomplete, or inadequate information either received on a quarterly basis or through monitoring and evaluation, will give the City just and legal cause to terminate this agreement at any time thereafter. ARTICLE V GENERAL CONDITIONS 5.1 PROJECT PUBLICITY The Contractor must inform affirmative action regulations to the residents of the geographical area to be served hereunder, of the services to he offered by uti.li7inq any available means for advertise- ment, as necessary for recruitment and outreach. All literature, advertisinn, publicity or promotion reqardinq the Contractor's activities willb(- suhmi_tted tc) the City for review and approval prior to the release or distrihuti.on. No press conference will be scheduled without prior written notice to the City. 5.2 EQUAL OPPORTUNITY The contractor agrees that there will be no discrimination against any employee or person served on account of rare, color, sex, religious creed, ancestry, or national ori.gi.n in its performance of this contract; and it is expressly understood that upon the receipt of evidence of such discrimination, the City shall have the right to terminate this contract. 5.3 CONFLICT OF INTERESTS No official or employee of the Contractor mi,y be admitted directly or. indirectly to any share or part of this rontract or to any benefits to arise from t.ho same nor own or ardiiire zany personal interest in any property, contract or proposed contract which would concllict with or relate to the performance, their duties or responsihiIities under this contract. if any such person presently or in the future acquires, owns or controls any such share, benefit, or personal interest, he shall immediately disclose such interest to the City and (other appro- priate agencies). Upon such disclosure, such person shall not continue his participation is not Contrary to public interest. The Contractor will comply with all Federal, State and local conflict of interest laws and requirements. 5.4 INDEMNIFICATION The Contractor understands and agrees that it is an independent contract that agrees to indeminify and hold harmless the City from liability of any kind, including costs and expenses for or on account of any or all suits actual or threatened or damages arisinq out of the contract. The Contractor will present proof of coverage of liability which is accept- able to the City. In addition, the contractor will hold the City harmless and will indemnify the City for funds which the City is obligated to refund the Federal government arising out of the conduct of activities and administration of the Contractor. SUp^� �,. o .f. v t D 80- /1 00 LEVEL OF SERVICE It is expected that funds are provided to insure quality service to City residents. Should start-up time for a program be required or any delays in service occur, the Department of Trade & Commerce Development is to be notified in writing immediately giving all pertinent details and indicati.nq when service will begin and/or continue. It is understood and actreed that the level of services, activities and expenditures by the Contractor, in existence prior to the initiation of sorvices hereunder, ,hall be continued and not be reduced in any way as a result of this Contract. except for reductions unrelated to the provisions or purposes herein stated. It is further understood and agreed that the program funded throiicth this Contract will not result: in the di.splaceront of c_mployed workers, impair existing contracts for services or .result: in the substitution of funds allocated under this Contract for other funds in connection with work which would have been performed even in the absence of this contract. 5.6 PURCHASING AND INVENTORY The contractor agrees to use its best efforts to obtain all supplies and equipment for use under this contract at the lowest practicable cost and three (3) bids for the purchase of Capital Equipment to accompany all requests and, agrees to use the procurement of sources available to it to the extent applicable to all. Federal, State, and local laws. All non -expendable pr_opert�.• acquired for the program with City Funds will revert. to the City at. they end of the City's fund- ing of the Program. Non -expendable property heinq properties which will not be consumed or lose identity. '.f'he Contractor shall be re- sponsible to thf, City for any damage or destruction to said property and shall reinAjurse the City for such damacte unloss the City or its employees shall have caused the damario. The Contractor shall. establish and maintain a property control. system and shall he responsible for maintaining a current inventory on all. capi tal items purchased with City Funds. It should be clearly understood that all Capital Expendi- tures over S50.00 must he approved l,y the, City prior to purchase. It should also bo understood that all items prrrchasod remain the property of the City and should L)e ins-eat_<,ried as such. This will include lisi-.ind on a property record by dc-scripti.on, model serial number, date of acquisition and cost. Stich property shall be in- ventoried annually, anti an inventory report: submitted to the City. The contractor shall hermit desi.tnated City staff access to the premises where property is kept for thy, f­.rrpuse ()f performing inventory morli ter in<t :4fj,� t' r, t lisl; use of real or property purchased with City funds t hror cfh s•, le, use, loan or re- location without the written permissic;n of t-he City. The Contractor, in the procurement of sul:)plies, equipment, construc- tion or service to implement this project, shall make a positive effort to utilize small business and minority owned business sources of supplies and services, and provide these source the maximum feasible opportunity to compete for contracts to be performed pursuant to this memorandum of Actreement. To the maximum extent feasible, these small business and minority owned business sources shall be located in or owned by residents of the Community Development Target Area(s) designated by the City of Miami in the Community Development Grant application approved by the U.S. Department of Housing and Urban Development. 5.7 Disclosure of Funds The contractor shall disclose all source (Public and Private), and amounts of funds reflecting the total budget whether they be real or in kind at the commencement of the contract period, as well as any changes in the amount of funds through program income or other sources received during the term of agreement, within thirty (30) days of such change. Examples of in -kind funds to include free rent, labor, office equipment, etc. "SU'3 )" R-FIVE Din ClI1Pncit\'-'S FQLL.v YY,r 0 80-400 FINAL EXPENDITURE REPORT A final budgetary report including audited financial. statements shall be submitted to the City within thirty (30) days after the / expiration of the contract period. This report should reflect actual expenditures, by line -items, versus proposed expenditures submitted at the I-)e(.;inning of the Contract year. A1.1 persons employed anti paid pursuant to this Contract should be listed by name, title, Social Security number., date hired or terminated, ethnic background, and total salary reflecting both City and other funding sources. ARTICLE VI COMPENSATION METHOD MAXIMUM COMPENSATION 6.1 The Contractor agrees to accept as full payment for professional services rendered in a manner satisfactory to the City, the actual amount of budgeted, eligible and City approved expenditures and encumbrances made by the Contractor for the purpose of carrying our the services hereunder during the period of this Agreement. It is expressly understood and acireed that in no event, shall the total compensation and/or reimbursement to be paid hereunder exceed the maximum sum of $200,000. TIME OF PERFOR ANCE 6.2 This Contract shall become effective upon execution, and the services of the Contractor are to commence as soon as practicable after exe- cution and shell be undertaken and completed in light of the purpose of this contract; but in any event, all services required hereunder shall be completed by June 30, 1981. OBLIGATION TO REFUND 6.3 Upon termination of this Agreement, the Contractor agrees and under- stands that the City has no obligation to refund any Contractor or program with Community Development funds. 6.4 RECAPTURE OF FUNDS The City shall reserve the rictht. to recapture funds when the contrac- tor fails to comply with the terms of. the ,agreement or refuses to accept conditions imposed by th- City at the direction of the U. S. Department of Housing and Urban Development. ARTICLE VII GENERAL ASSURANCES AND CERTIFICATIONS ,11 j?00t % i 1VE DOCU,'il FOCI -OW 7.1 THE CONTRACTOR ASSURES AND CERTIFIES THAT: 1) It possesses legal authority to enter into this Contract; a resolution, motion, or similar action has been duly adopted or passed as an official act of the Contractor's governing body, authorizing the execution of the Contract, including all under- standings and assurances contained Herein, and directing and authorizing the person identified as the official representative of the Contractor to act in connection with the Contract and to provide such additional information as may be required. 2) It will comply with the provisions of the Hatch Act which limits the political activity of employees. 3) It will comply with the requirement that no program under. this Contract shall involve political activities (Section 710). _,_ 80-400 It will establish safeguards to prohibits employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business or other ties (Section 702(s)). 5) Participants or employees in the program found pursuant to this Agreement, will not be employed on the construction, operation or maintenance of that part of any facility which is used for religious instruction or wor.kship (Section 703(s)). 6) Appropriate standards for health and safety in work and training situations will be maintained (Section 703(5)). 7) Persons employed in pubic service jobs under this Contract shall be paid wages which shall. not be l()wer than whichever is the highest of (a) the minimum warte which would be applicable to the employer under the Fain Tabor Standards Act of 1938, if Section 6 (a) (1) of such title livI ies to the participant and if he were not exempt under Section 13 thereof; (b) the State or local minimum wage f(-)r the most nearly comparahle covered employment, or (c) the prevai. i i►a,1 rites of pay for persons employed in similar public occupations by the same employer (Section 208 (a) (2)). 8) It will comply with Title VI of tlae Civil Rights Act of 1974, Title VIII of the Civil Rights Act of 1.968, and Executive Orders 11246 and 11046, and Section 3 of the flousinq and turban Develop- ment Act of. 1.968, as amended and incorporated herein by reference. 9) It will cor►ply with the regulations and requirements of the Office of Management and Budcjet Circular A-102, "Uniform Admin- istration Requirements for Grants -in -Aid to State and Local Government;;" and Federal Management Circular '74-4, "Principles for Determining Costs Applicable to Grants and Contracts with State and Local Governments." 7.2 ANTI -KICKBACK PROVISION The contractor will comply with the Anti -Kickback Act, Title 18, USC Section 874, and provisions of the Federal Labor Standards, Title 29. "SUPPORTIVE ARTICLE VIII D 0 C U li l E v 1 J TERMINATION CLAUSE FOLLOW" 8.1 The City, by giving reasonable written notice specifying the effec- tive date, may terminate this contract in whole or in part for cause which shall include: (1) Failure, or any reason, of the Contractor to fulfill in a timely and proper manner its obligations under this contract, including compliance with the approved Work Program and attached conditions and such directives as may become generally appli- cable at any time, (2) Submission by the Contractor to the City, of reports that are incorrect or incomplete in any material respect; and (3) ineffective or improper use of funds provided under this con- tract. IN WITNESS Wltls'RLOF, the parties hereto have caused this Agreement to be executed in their names by their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written. q, � - 4 o 0 ASS our hands and seals on this day of , 19 CITY OF MIAMI, a municipal corporation of the State of Florida ATTEST: CITY CLERK ATTEST: BY CITY MANAGER CONTRACTOR (Name of Corporation SECRETARY APPROVED AS TO FORM AND CORRE S: GEORGE F. KNOX, JR., CITY ATTORNEY,' "SUPPORTIVE DO�U ��� 1... i S FOLLOUJ" ''s0-400 n F-ice r^_ ^C �� -^..:� (A C )RPORATICN I4C-T FOR PPOFIT) y=+ z rn o The undersiompe, s,abscribers to these Articles of Incorporation, natural parsons competent to contract, hereby form a corporation not for profit under the la"'s of the State of Florida, AP•TICLE I NAME The name of this corporation is MIAMI CAPITAL DEVELOPMENTS X"c ARTICLE II 11SUPP011-T1'.4" �� PURPOSES pOCd._)I,r, FOLLU r (A) This corporation is organized exclusively for charitable and educa- tional purposes which include promotion of community welfare by: (i) lessen- inc: of neiahbnrhood tensions, (ii) lessening discrimination and (iii) combating community deterioration by prornnting and fostering the economic development of the City of t•iiemi. In furti•,erar-_e of the !, ihv corporation intends to enoane in the follov.•ing types of activities: (1 ) t.iaking investments in, and loans to, corporate or other business entities with monies which are directly or indirectly attributable to funds provided by the City of (Miami and other funds provided by the United States, the State of Florida or any agency or instrumentality of any of the foregoing, with funds generated by the repayment of the principal amount and accrued interest thereon of any loans made %+•ith such funds, or any dividends or other distributions paid to the corporation by any entity in which the corporation has an ownership interest, and with any funds con- tributed to the corporation by any individual or entity; -80-400 (c) rrc�i.,.,C 2.Ssi.ta^C!• ��r inC�l�i�,a? ?. OoNjL—P-)-I or::Bni. "at in plcnni"C ant executi^� Cuc��.s`:I c_^^O" iC d@velop, e^rL projects; (?) Providing professional assistance and counseling of all types, including business planning for individuals, organizations and their members where such counseling may be necessary for the economic development of log+ income or low employment areas; (4) Acting as ah intermediary, where aoproariate, between various economic development programs and between organizations and individuals which may be involved in any capacity in economic development; (5) Acquiring charitable contributions and assistance capital including seed money, which may be necessary for successful economic development projects; and (6) Engaging in such other activities as the Board of Directors sh;:ll from time to time approve, provided that in no event shall this corporation be cnerated for purposes other than those permitted under Section -5101(c)(.31) of the Internal Revenue Code of 10.54 or corresponding sections of any prior or future law. (B) The cerr^r�:tinn shall have the power, either directly or indirectly, either alone or in r.onjunction cr coaperaticn �+-ith others, to do any and all lawful act: ,,nd thinr.e. ;,rid t- rnryaan in any rnd all la%+ful acti.-ities which rn�+y r� !� fr,, r•r• j..,. n _ _. , , : r f , , r�r�r 1!, �� f dr �' •- o� f� _�.�'i...�l _, •i, �,_i r r fr 7. rI••7i��:r �r• 4 e f.r • O.M trti� I .r h.. ante, a;.cor~I, !ishmc nt , fcstrrirlo or attainment of any or all of the purposes for which the corporation is oroani<<•d, end to aid or assist other organizations who-,e activities are such as to further accomplish, foster or attain any of such purposes. Such activitires shall include, but shall not be limited to, acceptance of gifts, grants, devises or bequests of funds, or any other property from an;, public or other governmental body and any private person, including but, not limited to, private and public foundations, corporations and individuals. (C) Notwithstanding anything herein to the contrary, this corporation may exercise any and all, but not other, powers as are in furtherance of the exempt purposes of organizations set forth in Section 501(c)(3) of the Internal Revenue Code of 1954 and its regulations as the. same now exist, or as they may be hereafter amended from time to time. _Z LAV. -,rriCL• Cr uL LAND' b E--ILCV V 0- 4 0 0 (C) No -:.; c*:`E inc.n,e cr f^''Ir^Clpr! c` thi` to-�+c•a'io^ sh�li inure to he tenefit of c r os distributed tc any member, director cr cffi^_er of the orporation or any ether private individual in such a fpshior, es tc constitute n application of funds not within the purpose of exempt orcanitations lescribed ' in Section S01(c)(3) of the Internal Revenue Code of 19Se, How- ver, reimbursement for expenditures or the payment of reasonatle compensa- ion for services rendered shall. not be deemed to be a distribution of income or principal. I (E) In the event of the complete or partial liquidation or dissolution of the corporation, whether voluntary or involuntary, no member, director or officer shall be entitled to any distribution or division of the corporation's property or its proceeds, and the balance of all money and other property received by the c^rporation from any source shall, after the payment of all debts and obligations of the corporation in accordance with Chapter 617 of the Florida Statutes, be distributed and paid over by the Board of Directors to the City of Miami for public purposes. (F) The corporation does not contemplate receiving any pecuniary gain or profit, incidental or otherwise. (G) No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shali not participate in, or intervene in, directly or indirectly, (includinc the publishing or distribution of statements) any politi- cal campaign on bp.h;lf of or in eppos;tion tc zi-y--Pndidate for public office. ARTICLE III MEMBERSHIP Those persons elected to the Board of Directors shall be the members of this corporation and shall remain as members for the term of their positions as Directors. ARTICLE W TERM OF EXISTENCE This Corporation is to exist perpetually. "SUPPORTIVE i' i �lt� F..1—&-%JYY 01'r1C[S Or PAULAANDw b P[Il[v .So - 100 C,ceIL= M1:D • E211: 4-C'EI�T Val address of the principal cffice of the corporation in the State is: Penthouse, Peninsula Federal Building, 200 Southeast First ni, Florida 23131, and the initial registered agent is Peninsula agents, Inc. The Board of Directors may from time to time move the principal office to any other address in the City of Miami. ARTICLE VI SUESCRISERS The names and addresses of the persons signing these Articles of Incor- poration as subscribt-r•s are: Burton A. Landy 200 S.E. 1st Street Miami, Florida 3313.1 Helena Kempner Kobrin Robert G. Beatty 200 S.E. 1st Street Miami, Florida 33131 2.00 S.E. 1 �.t Street Miami, Florida 33131 ARTICLE V11 t."Ah:AC,EM;.NT . The affairs of the corporation will be managed by its Board of Directors and by its officers pursuant to the authority given them by the Board of Directors. The officers of the corporation shall be a President, Vice Presi- dent, Secretary and Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary. ARTICLE Vill INITIAL OFFICERS 11SUPPORI NE ITS t� I The following named persons shall serve as officers of this corporation for a period of one (1) year or until their successors are appointed: i 80-400 LAW orr,_,GS or 6c1.i..&Nov S ocilcy Rr,:�sevr--1t T horr,a2 Juar. Del Cerro 0-412nt %'i:e-0resident Treasurer Director cf the City of Secretary Miami Department of Trade & Commerce Development ARTICLE IX BOARD OP DIF,EC i ORS (A) The Board of Directors shall have general management of the prop- erty, business affairs and concerns of the Corporation and shall consist of not less than three (3) and not more than t«'enty-three (23) directors, the exact number tc be fixed by the Board. (B) The composition of the Board of Directors shall be as follows: 9 Dirc.tor•s shall Le chosen from the priv�ite business and financial community; E Directors shall be chosen from the City of Miami's community development target areas (one from each); and 6 Directors shall be representatives of the City of Miami: h mc'rnbAr of the Miami City Commission, a repr�-.rrntative of the City V;;naa^r's office, the Dlrc"10! of tiff' Cr'portmr-,nt of rl�llniri,'1, the Director of thr: Dor-E riont of Tr,te c !id C!"^rlerCf' Develop- ment , th'ir. Dirc, lo, c` the F.ur;incss Development Division c.f thc- Dr;:,,-rtrnrnt of Trade i�nd Commerce Devf'I:'i`m�nt, ; !-in thr, Director Of the Department of COMMLJ-Jt)' (C) The Board s'-all ele:t an Executive Committee of not less than seven (7) to carry on the r.ffairs of the corporation on a day-tc-day basis. The officers of the corporation shall serve on the Executive Committee. The remaining three members shall be elected: one from the private and financial community group of Directors, one from the community development target area group of Qirectors, and one from the City of Miami representatives serving on the Board of Directors. (D) The initial Board of Directors shall consist of four (4) members. The names and post office addresses of the members of the initial Board of Directors, who shall serve for a period of two (2) years, are: 11supor%nowil1 f DOC; , -S• 80-400 :•+ : r­trs or ► SUL LANC• 6 PCIL[r - rr.�•�.�rrr•�— . r. S r_ rIPCI S1 PC r7,MIA 1, rL OG ir• Ns isi ♦CL 0 :51 +S 1k•PSGO `t ``t 7r6de C.Lj e 9�1 Miami, Florida 33132 W.R. Ellis P.O. Box 529900 Miami, Florida 33152 Roosevelt Thomas P.O. Sox 2.18106 Coral Gables, Florida 33124 ' Juan Del Cerro 7210 46th Street Miami, Florida 33166 ARTICLE X ELECTION OF OFFICFrS AND DIRECTORS The Officers and Directors of the Corporation shall be elected at the annual meeting by the existing Board of Directors according to the proce- dures set forth in the By -Laws. ARTICLE XI By -LAWS The liy-Laws of the corporation may be made, altered or rescinded by the vote of t%vo-thirds (2/3) of the members of the Board of Directors. A R TI,"LE XII "SUPPORTI V � AM ENDM,E14TS DOCUMENTS FOLLOW" Amendments to the Articles of Incorporation may be proposed by any Directors or Officers of the Corporation and may be adopted by the vote of two-thirds (2/3) Hof the members of Lhe Board of Directors. Upon an amend- ment to the Articles of Incorporation being adopted, the amendment shall be filed with the Department of State in the manner provided by law. -5- �aw OrnCL3 Or oaUL.I�HL• !L �[��i� �8 0 - 4 0 0 w 9 4 T}J��c �'•''=RE�!�, t"e �ndprs�r^ed }^adE S:.':'�Crib!!d :? these Inca^':�,o-aticn at Miiwn', ^Sde County, F loride. this ��: day odr STATE OF FLORIDA ) ) SS COUNTY OF DADE ) H:LENA K i!�Yt.cR KOBRIN ROBERT G. BEATTY BEFORE 14E, a Notary Public authorized to take acknowledcments in the State and Cou^ty per_•on;,l!y F,UI?TON A. LANDY, known tc me and knov.-n b� me to be the per�-nn v,-ho e>.e'.uted the foregoing Articles of Inccrpnra;ion, and he acknowledoed before me that he executed these Articles of Inc^rporation. I14 V:ITNfSE V''HE REOF, I he?•.,e hereunto set my hand and affixed my official seal, in the State and County aforesaid, this day of April, 1960. tT Ilk NOTAk,', �'Uf'.LIC State of ' Flori-ja at Large t�)Comm��sio'i Etipires: Ir:o:�::^r f•.t._', ;; �► tt cY r.or• ��A IJ M:'a! �''? �CJ►K.KS'.K?1 WItf3 {11. ri Tice j:J� tOU G04MAJ. 1W4. L#CELWWnqjSUPPORTIVE STATE OF FLORIDA ) DOCUMENTS SS COUNTY OF DADE ) FOLLOW" BEFORE ME, a Notary Public authorized to take ackno%-dedaments in the State and County «t forth a:nove, personally appea-ed HELENA KEMPNER KOB R I N , known to me and known by me to be the person who executed the foregoing Articles of Incorpor;lion, and he acknowledged before me that he executed these Articles of Incorporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid, this 6th day of April, 1980. NOTAPY F)_ BLIC Statg of Florida at Large My Commission Expires: ►OIALT ruQ:K LTAST Or FL011DA AT LA= X? C.CWAL3&L'J4 13rr,LS M. 1f I/ILi L-.*4 ? IKW GTMI�L .•.S u?.DEtw&ITU6 0 .7. � LAW f+r ri[rS Or PAUL LAN':9 f. orlLr• w 8 O w � 0 0 ETA E 0 r � F! �, 17�• ��` COLIN7Y O ` . EEFOFE (�. �, p NCicr)' OUbiiG 8uthariZed t^ ;�k�' zck.'1o�vI�C^!"1ent5 in the State and Cour sei forth above :1' , known to me and kno„ n by me to be the parser) oo ho executed t`,e foregoing l Articles of Incorporation, and he rckno�vledned before me that he executed these Articles c` Incorporation. IN %,,'ITNFSS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid, this 8t7 day of 1960. N •TAF Y ;PUBLIC State of F"iorida at Large My Cemmissic,n Expires: r., _r QnIT of fjry ,'.,6, EuLt'q rye. 6^ t•�j , 00 . cwc*wr:nre "SUPPORTIVE VE DOCI[.'MFLATS •M ICU 's' 80-400 LAW Cr►,S[S Or ewVL.LANOV 6 SCtLLr PCA'`+''t?T-C• PtOv104','MA rrCCne,. into,, Corr ?COL C r,re- g'rCCT. w, Am. ,, r_r aIC• 33131 • TILL Ot 51 !a!111-9300 �r w..-r.. .�.�r. rw.... �w .... r... .... r............ +.�. � ....-r........��...�....w.rM•rr Pursuant to Charter 507.034 of the Florida Statutes, the following is submitted, in comn-liance with said Act; T11)at. MIAMI CAPI i AL r CEVELOPN1ENT desiring to organize under the laws of the State of Florida with its principal ,of as indicated in the Articles of Incorporation, at the City of S.'aunty of Dade, State of Florida, has named Peninsula Registered Agents, Inc_; , O at 200 S.E. 1st Street, City of Miami, County of Dade, State of r"4cri" • its anent to accept service of process within this State. �; ., --� r n ca A C K N 0 V L E D G M E N i Having been named to accept service of process for the above stated corporation, at place designated in this Certificate, I hereby agree to act in this capacity and agree to comply with the provision of said Act relative to keeping open said office. Dated this Sth day of April, 1980. Peninsula .ec:stcrcc -n*-s, Inc. 10 C2u _ 1-2 • Miami Capital Development Inc. May, 1980 I. PROPOSED WORK PROGRAM The Miami Capital Development Inc., proposed to provide to the City of Miami, professional services to implement a financial assistance program to expand the City's business base and promote economic development projects. The Miami Capital Development Inc., is a private. not -for -profit corpora- tion or�jirized under Florida Statutes and would provide business development and financial packaging services exclusively to the City of Miami under a delegate agency contract. The Miami Capital Developmont True., proposed to act as a principal tool to inte(Irate business doveloF,ment efforts and provide the basis for a meaningful Partnership between the public and private sectors in support of tho City's citywide and neighborhood economic development activities. The princi- pal objective of the corporation is the facilitation of business development in the City of Miami. through the provision of financial assistance to entrepreneurs. The basic functions of the corporation will he to identify and develop business opportunities, formulate a program plan based upon identified opportunities, package business deals, work with merchants and neighborhoods development organizations, and develop financial programs and mechanisms to support business development. In short., the corporation will he a flexible financing mechanism with professional business development planning and packaging staff capability. The corporation will implement a financial assistance program desicTned to encourage husi_ness and economic development projects within the Cit,r of Miami. by Securing a greater utili7,ation and coordination of existing financing pro- grams (e.q. SRA 502 Loan P.ro(Iram, EDA direct loans and loan guarantees, SBA 301 (d) SPIC/MESBTC Pro(iram, etc.) as well as by developing innovative and creative financing techniques de- signed to ctenerate a maximum degree of leverage with local private sector resources. The Miami Capital Development Tnc., is managed by a Board of Directors (not to exceed 23 members) comprised of nine members from Miami's business and financial community, eight members from City of Miami's Community Development Target Areas and six representatives of the City of Miami. Through wholly owned sub- sidiary orcaani zation, Miami Ci.t,/wide De�•(-,lopment Corporation, the Miami Capital. Development Inc., :i].l function as an eligible SBA 502 Local Development Company. i'he Miami Citywide Develop- ment Corporation will be governed by a Board of Directors of at least 25 members comprised r)f the seven -member Executive Com- mittee of Miami Capital Development Inc., and the remaining 18 will be selected by these seven members. r� II. PROGRAM OBJECTIVES The objectives of the Miami Capital Development Inc., area In Broad Community Terms 1. To identify, develop and maximize market and business opportunities which create jobs, entrepreneurial opportu- nities, income and tax revenue for the City. 2. To reverse economic decay and deterioration in needy areas through business development and neighborhood revitaliza- tion programs. 3. To create the economic and physical environment conducive to private investment in the City of Miami. In Specific Economic and Business Development Terms 1. To create new businesses and (,xi)and exi.stinq businesses with the City of Miami by providin�l the necessary business packaging, financial planning and financial mechanism. 2. To revitalize nei(Ihhorhond commercial areas within Miami through a program which emphasizes working with merchants to improve store mix, store otiality, and the. physical appearance of neighborhood commercial areas. The Miami Capital. Development Inc., will support such programs with financial assistance to the merchants Stroup and to individual businesses. 3. To create a balanced economic and business development pro- gram plan which forms the basis for determining the scope and nature of the corporation's business and financial assistance programs. 4. To increase economic opportuni_tios for minority and dis- advantaged individuals in Miami. by assisting individual minority businesses, operatinq revitalization programs in minority neighborhoods, and by encouraginq various forms of minority participation in larger development projects. III. P ROG RAM P LAN /f 1 I X The program Man and mix proposed by Miami Capital. Development Inc., reflects the basic assumptions underlying the approach to the Project, tho stated objectives, criteria and strategy of the organization, and the opportunity identification and economic planning process. The projects have been prioritized by kind, size, and geographic location. With respect to kind, they con- tain minority businesses, small and medium-sized enterprises and identify opportunities for broader participation in larger projects. They represent efforts to retain and expand businesses, assist in developing international trade, downtown projects, and will emphasize neighborhood commercial revitalization activities. e r The actual figures by kind of project shown in the sample break -down as follows: Kind Minority Neighborhood International Downtown/Participation Retention/Expansion Number 18 8 3 9 2 Total 40* * Total adds"up to more than 32 packages due to double counting. As to size of projects, the business financings break -down as follows: Up to $100,000 18 $ 900,000 $100,000 to $250,000 9 1,350,000 Over $250,000 5 2,000,000 Total 32 $ 4,250,000 Geographically the projects have been identified as either downtown or neighborhood, or in some cases special areas such as garment center, waterfront, etc. The program Ilan and mix llas been predicated on a maximization of opportunities, federal resources, local resources, leverag- ing of private investment and involvement of both the private and community sectors. Each of these elements will make an important contribution to the productivity of the organization and the character, quality and direction of its activities and public image. IV. BUDGET REQUEST --FIRST YEAR The Miami Capital Development Inc., is requesting the sum of $200,000 for the first year of operation. The requested $200,000 wi.l.] he utilized for personnel, operating expenses and capital expenditures. vie Ftaff of Miami Capital Development I nc. , will be comprised, 1.1hen fully staffed, of one Executive Director, four Financial Analysts and two Secretaries. V. AGENCY ORGANIZATIONAL STRUCTURE Enclosed are the Articles of Incorporation of Miami Capital Development Inc. MIAMI CAPITAL DEVELOPMENT INC. BUDGET PERSONNEL TOTAL COST (1) Executive Director $ 30,000 (4) Financial Analyst 70,000 (2) Secretaries 22,500 SUB -TOTAL PERSONNEL $122,500 20% Fringe $ 24,500 TOTAL PERSONNEL $147,000 OPERATING EXPENSES Rent $ 22,536 Office Supplies 2,000 Rental Equipment 51000 Transportation Expense 1,500 Travel & Per Diem 2,464 Professional Servs. (Legal, acctg., etc:) 3,000 Parking 2,500 Books, Publications and Memberships 500 Postage 500 Telephone & Telegraph 3,000 Insurance 2,000 Printing & Binding 1,000 Miscellaneous 11000 TOTAL OPERATING EXPENSES $ 47,000 CAPITAL EXPENDITURES Office Equipment & Furniture $ 6,000 Purchase TOTAL CAPITAL EXPENDITURE 6,000 TOTAL BUDGET $200,000 JAH:vh:5/21/80 M L